Mariel of Ponyville 2
by wweather
Summary: Mariel and Spike team up for another adventure. Also includes the OCs from my Lion King fanfic.
1. Chapter 1

The sun hung over the Pride Lands like a hot merciless eye, watching two small creatures huddled in the shade of a baobab tree. The mousemaid Mariel shook an empty flask over the outstretched tongue of her friend Spike the dragon. Two single drops fell slowly, then no more.

"Put your tongue away," she said, sadly. "The sun will think you're mocking him."

Spike nodded skyward as he withdrew his parched tongue. "Huh, he's been mocking us for the last week."

Mariel and Spike had been inseparable ever since he had helped her rescue her father from the evil rat king Gabool the Wild. Now the two of them roamed all over the world, going on adventures together.

Mariel pulled two stale cupcakes out of her slack haversack. "D'you fancy one of these?"

Spike smiled ruefully. "No thanks. Pinkie Pie baked those ages ago. They're the two you said you'd keep as a memento of Ponyville. I'd break every tooth in my head trying to chomp on them. Besides, I'm too dry to eat. Whew, it's too hot even to talk!"

Mariel closed her eyes, settling back into the shade. "Sleep then; we'll carry on tonight when it gets cooler."

Spike lay down clasping his hands behind his head and called out to the sun, "Did you hear that? We're going to sleep, turn the heat down a bit, will you!"

He didn't remember going to sleep, but the next thing he knew, Mariel was shaking him awake.

"Listen. Can you hear it, Spike? Sounds like somebeast doing a bit of roaring and shouting somewhere."

Spike sat up, snuffling and grumbling. "Call yourself a friend? Huh, won't even let a young dragon have his sleep. You'll stunt my growth wakin' me up like that." But now he could hear the noise too. "It sounds like creatures fighting," he said.

Mariel pointed to a big hill a few yards away. "I think it's comin' from over there." She picked up her Gullwhacker, the knotted rope she always used as a weapon. "Come on. Let's go check it out."

They crept cautiously over to the hill and peeked down.

A fat white hare was surrounded by rats. They were trying to bind him with grass ropes. The hare was giving a good account of himself, but the rats were overwhelming him, prodding him with spears as they looped the coils about him and struggled to get a halter round his neck.

"You can't keep this up forever, Joshy," the leader of the rats taunted. "You might as well surrender now."

"If you strike me down now, I'll become more powerful than you can possibly imagine, wot wot!" the hare shouted.

Mariel recognized that voice. "That's Joshy Stag Hare!" Joshy was a hare who was a wizard. He and Mariel had both once been held prisoner by the evil rat king Gabool the Wild.

"What's he doing here?" Spike wondered. Spike had never actually met Joshy before, but he had heard a lot about him.

"I don't know, but he needs help," Mariel muttered. She dug one of the cupcakes out of her sack again and flung it at the rat leader. It bounced off his head. Instantly all the vermin froze. The leader whirled around. "Who did that?" he demanded.

Mariel had her Gullwhacker ready as she strode down the hill to confront the rats. "You, frog nose, get your paws off that hare!"

The leader leered crookedly at her. "Well, well, what have we here, a little mouseymaid? What's your name, pretty one?"

The Gullwhacker belted him square in the mouth and he sat down hard, spitting out a broken tooth. Mariel smiled. "Should have whacked you over the ears; it would have cleared some of the muck from them. I'm Mariel of Ponyville, and I'm telling you to let the hare go."

"You're not in a position to give orders, mouse," said the rat. "There's six of us and only one of you."

"She's not alone!" Spike shouted, stepping from behind the hill. "She's got me!"

Some of the other rats gasped at the sight of Spike. "A dragon!"

"Aw, it's just a little dragon. He can't interfere with us," said the leader. "Get him, lads!"

He charged Spike with his spear, but Spike tripped the rat with his tail. As the rodent fell, Spike grabbed the spear from his claws and whacked him with the butt. Mariel tangled the footpaws of another in the coils of her Gullwhacker, whipping it free to punish him with the hard, knotted end.

Joshy got out his magical wand and shouted a spell. "Quee… Fee… Mae… Mo… Bo-bo!" It knocked three rats senseless at once.

"I think we're winning, Mariel!" Spike cried excitedly.

But the last rat scrambled away and blew a sharp blast on a bone whistle which hung from his neck. Instantly ten hyenas came charging over the hill.

Joshy spoke up. "I say, don't look now, but I think we are about to be killed, wot!"

The hyenas formed a circle around Mariel, Joshy and Spike. They looked mean and hungry. Mariel could see spit dripping from their fangs. It looked like for once she'd found a situation that she couldn't fight her way out of.

Just as the hyenas were about to pounce, two mighty roars rang out across the plain. The fur on the hyenas' backs stood up. Suddenly they were absolutely terrified. They took off as fast as they could, and the rats who were still conscious weren't far behind.

Two young lions, just barely into adulthood, appeared on top of the hill. A golden female lion and a brown lion with a red mane.

The girl lion held out her paw for Mariel to shake. "Hello. I'm Savannah and this is my brother Saba."


	2. Chapter 2

Mariel shook the lioness's paw. "Nice to meet you. You sure pulled our acorns out of the fire. My name is Mariel and this is Spike."

"You seem like an awfully brave mouse, Mariel," Savannah said.

The male lion, Saba, was looking Mariel over. "She's an awfully big mouse, too. Almost as tall as we are."

"That's cause she's from Mossflower, like me. All the animals are bigger than normal there," said Joshy. "Mariel's actually an old friend of mine."

"Yeah, how did you end up here, Joshy?" Mariel asked. "Last time I saw you, you were being forced to cook for Gabool at Fort Bladegirt."

"Well, he put me to work as an oar slave on one of his ships. It sank off the coast of the Pride Lands, but I managed to swim to land. I've been livin' here ever since."

"We don't have time for standing around talking," said Saba. "We need to get to a safe place. Our enemies are everywhere."

"You can ride on our backs if you want," Savannah offered.

Mariel and Spike climbed up on Savannah's back, and Joshy got on Saba's back. The two lions dashed across the plain and into a jungle full of trees.

"We should be safe here," Savannah panted, coming to a stop. Mariel and Spike slid off her back.

"Why were we running away?" Spike asked. "And who were those rats?"

"My brother and I are the heirs to the throne of the Pride Lands," said Savannah.

"But we've had our thrones pulled out from under us by invaders an' villains," said Saba.

"What sort of creatures are they?" Mariel asked.

"Well, one of them is called Scar," said Savannah. "He's the ghost of an evil lion ancestor of ours- he was our great-grandfather's brother, so I guess that makes him our great-great-uncle."

"Scar can pass between the living world an' the Dark Forest at will," said Joshy. "I've tried repellin' him with my magic, but I can never keep him away for long."

"Then there's Urgan Nagru the Foxwolf," said Saba. "He's a fox who wears the skin of a wolf. He and his wife Silvamord came here from someplace called the land of Ice and Snow."

"An' some kooky rabbit whose name is General Roundwart or somethin' like that," Joshy put in. "I've never met a rabbit like him before. He ain't afraid of anybeast, wot!"

Spike was starting to feel scared, but Mariel didn't seem scared at all. "Any others?" she asked.

"One more," Savannah said. "A rat named Gabool."

"Gabool!" Mariel exclaimed. "I thought we killed him in part 1!"

"You must not have killed him hard enough, then," said Saba. "So Gabool, the Foxwolf, and that crazy rabbit came over here with an army of rats and joined up with the ghost of Scar. They killed our parents and took over the Pride Lands. And they've got all the local evil animals like the hyenas on their side too."

"But we're doing our best to fight back," said Savannah. "We're hiding out here in the jungle with the Lion Guard."

Spike and Mariel looked confused. "The Lion Guard is kinda like the Pride Lands version of the Long Patrol," Joshy explained. "They protect this place."

"And our Uncle Kion is the leader," Saba said proudly.

"What d'ya say?" Savannah asked. "Care to join us?"

Mariel exchanged a grim nod with Spike before answering. "We're with you! After what we saw of those filthy rats, Spike and I are game for anything that will rid the land of them and their evil kind!"


	3. Chapter 3

Ghost Scar, Gabool, Urgan Nagru, Silvamord, and the evil rabbit, whose name was actually General Woundwort, not Roundwart, were sitting in a big cave on top of a hill. This was Pride Rock, which had been the home of the royal family until they came and took over. Outside the cave, many hyenas and rats were lounging around. A few of the rats were Gabool's corsairs who had survived the battle on Terramort, while the rest had come from the Land of Ice and Snow with Nagru.

"Once we get rid of the pestilential prince and princess, the Pride Lands will be all ours," Gabool said. "Then we can conquer the rest of Africa, bit by bit, and split it four ways. Hmm, mm, mm!"

"_Four _ways?" Silvamord growled. "I see five of us here."

"Yeah, you mean you three each get a quarter, and me and Silvamord have to split?" Urgan Nagru demanded.

"Well, I'm perfectly willing to discuss it… in a five-way manner. Hmm, mm, mm," Gabool said.

"Why does everything you say sound like an inuendo?" General Woundwort asked.

"SILENCE!" Scar's roar was deafening. "Stop this silly quarrelling or I'll stop it for you! If you can't get along with each other, maybe I should just kill you all and put a new evil team together from scratch."

"No need to do that," Urgan Nagru said quickly. "We're all friends here."

Just then, Bragglin, the rat who had captained the patrol that ambushed Joshy, entered the cave.

"Did you manage to kill the hare known as Joshy Stag?" Scar asked him.

Bragglin hung his head. "Er, we were about to, when a mouse stopped us."

"A mouse?" Woundwort scoffed. "Mice aren't dangerous!"

"You've never seen a mouse like this. She was swinging this great knotted rope around, whacking us on our heads. She called herself Mariel of Ponyville…"

"WHAT!" yelled Gabool and he stood up in anger. "Mariel, the Bellmaker's brat? She's everywhere I go! I MUST KILL HER!"

"Is she the mouse you were telling us about, the one who drove you out of your kingdom?" Urgan Nagru asked. "I would never let a little mousemaid get the better of me."

"Me neither," said Woundwort.

Gabool was pacing feverishly. "You don't know her! She's small, but she's clever. We've got to destroy her before she destroys all of us! If she joins up with Savannah and Saba, it's the end!"

"Well, she can't hurt me," Scar said smugly. "I'm already dead. What can kill a ghost?"

Silvamord noticed that Bragglin had something in his hand. "What's that?"

Bragglin looked at it. It was the stale cupcake. "I don't know. The mouse threw this at me."

Gabool stopped pacing. "If Mariel's touched it, her scent is on it!" he exclaimed.

An evil grin spread across the Foxwolf's face. "Then we can track her. I'll go fetch my Dirgecallers. Thank you, Captain Bragglin."

"You're welcome," Bragglin said, relieved.

"Of course, you still failed to carry out your mission of killing Joshy," Scar said pleasantly, as Bragglin was turning to leave.

"And for that you must be… punished. Hmm, mm, mm!" said Gabool.

"Oh, please, no, I did my best…" Bragglin tried to run, but Silvamord sprang in front of the cave entrance and blocked it. The others surrounded him. Urgan Nagru lashed out with his wolf claws and tore Bragglin's belly open. The rat's guts spilled out onto the floor.

"Well, that put me in a better mood," the Foxwolf said as they tossed Bragglin's body outside for the hyenas to eat. "Hopefully we'll get to do more killing before the day is out."


	4. Chapter 4

Earlier that same morning, Joseph the Bellmaker, Mariel's father, woke up in his room in Princess Twilight Sparkle's castle to find his entire body glowing!

"What's happening to me?" he wondered. He dashed out of the bedroom in a panic.

Twilight was coming right down the hall and Joseph ran into her. He noticed that her cutie mark was glowing as well. "It's happening to you too! Have we been infected with radiation?"

"What? No." Twilight glanced at her flank. "This always happens when I get summoned to a place by the Map of Friendship. I guess it's summoning you too. Since you don't have a cutie mark it's just doing it to your whole body."

"What does this mean?" Joseph asked.

"It means we have to go someplace together and fix a problem."

There was a knock at the front door. Twilight went to answer it. Her friends Rainbow Dash, Fluttershy, Pinkie Pie, Applejack, and Rarity were standing there. Their cutie marks were all glowing too.

Rainbow Dash flexed her wings. "Looks like we're off on another adventure."

Pinkie Pie was hopping up and down. "This is gonna be so much fun!"

"So where are we goin', Twilight?" Applejack asked.

"I was just about to check that," she said.

Pinkie saw that Joseph was glowing too. "Are you joining the party too, Joe Bell?" This was her nickname for him. She had gone with Mariel and Spike on the quest to save him and they were good friends.

"Looks like it," said Joseph.

"I can't wait!" Pinkie cried.

They all went into the throne room. In the center of the room was a big table with a magical map of the world on it. And the symbols of all their cutie marks, as well as a picture of Joseph's face, were floating somewhere over Africa.

"That's not in Equestria," said Rarity.

"It looks like this place is farther away from home than any of us have ever been before," Fluttershy said fearfully.

Rainbow Dash wrapped a hoof around her. "Don't worry, Flutters. We'll take care of each other."

"What's this place called, Twilight?" Applejack asked.

Twilight inspected the map. "Looks like it's called the Pride Lands. I think I've heard of it. It's inhabited by lions."

"Lions?" Fluttershy's voice only came out as a squeak.

"Well, maybe they're friendly lions," said Pinkie Pie.

Joseph asked, "Weren't Mariel and Spike exploring around this area the last we heard of them? Do you think the map is summoning us there because of them? Maybe they're in some kind of trouble."

"I hope not," Twilight said.

The Bellmaker rubbed his head. "I had a dream about Mariel last night. I don't remember it now, but I think she was in danger and I was coming to save her."

"Dreams are just junk your brain makes up," said Rainbow Dash.

"Not always," said Twilight. "It could have been Princess Luna sending him a message. Even though she's dead now, she still appears in our dreams sometimes."

Rainbow Dash flapped into the air. "Well, we either know or we don't, an' take it from me, I sure don't! Never was much good in the brainbox department, but I'm scared of nothin'. So why worry about it? We know which direction to travel. That's good enough for me!"

"You're right, Rainbow Dash," said Joseph. "What will come will come, and we'll meet it when it does."

Applejack raised a hoof. "One thing though. If'n these Pride Lands are so far away, how in tarnation are we gonna git to 'em?"

"Well, that parrot, Captain Celaeno, is in town this week with her pirate crew," said Twilight. "Maybe she'd be willing to take us."

They went to find Captain Celaeno's flying ship.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

"Why sure! I'd be happy to take you," said Captain Celaeno. "I was born in the Pride Lands myself. I know that country like the back of my wing. We can set off tonight."


	5. Chapter 5

Savannah, Saba, Mariel, Spike and Joshy had passed through the jungle and were climbing up a hill.

"Best route to where the Lion Guard are hiding is this way," said Savannah.

On an impulse, Mariel spread her paws, stopping them from continuing further. "Hold it. Did you feel the ground a bit shaky then? I did."

Spike crept under her outstretched paws, then after venturing a bit further on the hilltop, he tiptoed gingerly back. "You're right. It feels like the hill's about to collapse right under us!"

Saba sniffed. "Don't remember it bein' like that before."

"It must be eroding- wearing away," said Savannah. "I've heard of that happening before. We'd better find another way around."

"Can we stop for dinner first?" Joshy asked. "I'm flippin' famished, wot!"

"When aren't you hungry?" said Saba.

Mariel giggled. "My dad used to say that feedin' a hare was like chuckin' pebbles down a deep well. You never fill it in a thousand long seasons!"

Joshy appealed to Savannah. "Please, can't we stop an' eat? I wanna do my special trick for these chaps. Mariel an' Spike have never seen it before."

Savannah considered for a moment. "Okay," she said at last. "I guess we've put enough distance between them and us."

"What's your special trick?" Spike asked.

Joshy winked. "You'll soon see, old lad." He raised his paws in the air. "F-f-fried chicken!"

And there it was, a whole bunch of fried chicken on the ground.

Spike picked up a piece and tasted it. "That's good. Try some, Mariel."

Soon they were all chowing down.

"My, my, what an ingotyable meal," Joshy said, wiping the sides of his mouth with a napkin he had conjured.

Suddenly they heard a noise like dogs barking. Savannah and Saba leaped to their feet.

Mariel saw the fur on their backs prickle. "What's wrong?"

"What's that noise?" Spike asked.

"Those are the Foxwolf's Dirgecallers!" Savannah groaned. "We didn't get far enough away after all."

"What sort of animals-?" Mariel began, but before she could finish, the whole pack burst from the trees: Urgan Nagru, wearing his wolfhide and holding two ermine on a leash, Silvamord, wearing a skirt made from cutoff animal tails, Gabool, wearing his corset and heels, General Woundwort, a whole bunch of rats and hyenas, and Ghost Scar hovering over them all. They all fanned out and formed a circle around the heroes, trapping them.

Spike was confused. "Where are the dogs?"

"Dogs?" Urgan Nagru repeated.

"Yeah, I heard barking."

"Oh, those aren't dogs." He tugged on the ermines' leads. "These are my Dirgecallers. They like to bark when we chase things."

One of the rats gulped when he saw Spike. "Nobeast told me about a dragon!"

Woundwort kicked him. "Shut up! Dragons aren't dangerous. As long as you know how to handle them."

"I want the two lions alive, but you can kill the others," Scar ordered the other villains. "First one to grab them gets to pick what we have for dinner tonight!"

"You'll never take us alive!" Mariel cried, and she swung her Gullwhacker at Scar, but it just went right through him.

Scar chuckled. "Fools want to play a fool's game. Your mortal weapons cannot hurt me!" And then he raked his ghost claws across Mariel's face. She cried out in pain.

"Oh, come on, that's not fair," she complained. "We can't hurt you, but you can still hurt us?"

Gabool stepped in front of Scar and leaned over her. "We've finally trapped you, just like you trapped me that other time. Now you know what it feels like to be a villain! Hmm, mm, mm!"

"I beat you once and I can do it again!" Mariel shouted back.

The five heroes battled bravely, standing back to back in a circle. Savannah and Saba were lashing out at the vermin with their claws, Spike was breathing small bursts of fire at them, Joshy was casting spells, and Mariel was hitting out with her Gullwhacker.

"There's just too many of them, Mariel," Spike panted. "We're putting up a good fight but sooner or later, they'll overcome us."

Mariel was too out of breath to reply.

Just then, Saba and Savannah looked at each other. They both nodded at the same time and then they made a sudden rush at Urgan Nagru and Silvamord, knocking them over. For just an instant, there was a gap in the circle.

"Come on!" Savannah shouted and she leaped out of the circle and started bounding up the hill. The others followed.

"Hang on a tick, I thought we agreed we didn't wanna go this way, wot?" Joshy said as they ran.

"I have a plan," Savannah puffed. "We only have to last a little longer."

The horde was not far behind them, with the Dirgecallers in the lead, baying like hounds.

When they reached the very top of the hill, Savannah said, "Okay, now everyone jump up and down!"

Spike was mystified. "Jump up and down? Why?"

"Just trust me," she said.

Although they didn't know why, they all jumped as high as they could into the air.

Whump! The whole hilltop shook when they landed.

"Oh, I see what you're doing!" Mariel exclaimed. "You're gonna make it all come down on them!"

"Harder!" Savannah cried. They all jumped again.

Whump! The earth trembled, grass roots tearing as they parted company with the soil.

"One more should do it!" Savannah said. She leaped into the air a third time, yelling out the Swahili word for "victory."

"USHANTIIIIIIIIIIIIIIIII!"

WHOOOOSSSSHHH! WHOOOMPH!

The entire top curve of the hill fell with an almighty avalanche of dirt and rocks. Down it came like a thunderbolt, with the five friends still on top. The Dirgecallers and a bunch of others were wiped out before they knew what had hit them, but none of the main villains were killed.

"We did it!" cried Savannah. She tried to move, but she realized she was stuck. She and her friends had been partially buried too.

Gabool had been at the very back, so he was completely unharmed. He gaped in amazement at the scene. "See? I told you there'd be trouble if that mouse joined up with those lions!"

The Foxwolf was immersed up to his waist. He spat out a mouthful of dirt. "My Dirgecallers, you killed them!"

Saba hurled insults at his enemies below. "Wish we could've got you under there with your stinkin' rotten ermine and some of your other pals, you great two-headed, slop-mouthed, ringtailed excuse for a canine!"

"Dig us out of here and we'll give the rest of you a run for your acorns, too!" Mariel yelled defiantly.

"Dig you out? Why on earth would we do that?" Silvamord mocked. She was buried to the waist too.

Scar was floating in the air, high above the rubble. "Oh, we'll dig them out all right. We'll march them back to Pride Rock and torture the whereabouts of the Lion Guard out of them. Dig them out and bind them tight!"

Some hyenas who had not been killed by the avalanche dug Nagru, Silvamort, and Woundwort out with their paws. Then they dug the five heroes out. Rats tied them up with ropes. They were all too exhausted to resist.

"You better tie my paws tighter, because if I get them around your filthy neck, I'll throttle you!" Saba shouted at the rats who were working on him.

"Zounds! Takes six of ya to truss me up, eh? So it should, you frog-swampin', mud-scoffin', fly wallopers!" Joshy said as a rat relieved him of his wand.

Hirono, the female leader of the hyenas, leered over Spike's face. "Maybe after Scar's done with ya we'll get ta eat ya. I've never tasted dragon before."

Spike tried not to show the terror he felt inside. "If it's the last thing I do, I'll stick in your throat an' choke you!"

"That's the spirit, Spike!" Mariel called out.

All five of them were bound to carrying poles. Then the hyenas began lugging them back down the hill.


	6. Chapter 6

It was the next afternoon. Mariel and the rest were trapped in a giant cage made of elephant bones at the foot of Pride Rock. Nagru, Silvamord, Scar, Gabool, and Woundwort were gathered around the cage.

"D'you know why they call me the Foxwolf?" Urgan Nagru was saying.

"No, but I'm sure you're goin' to tell us, wot," Joshy said.

"Because I am the only fox that ever slew a wolf! This is his hide I am wearing. My claws fit right into the wolf claws. That wolf's name was Urgan. I took his name and turned it backward and made a name for myself, Urgan Nagru! That's to let my enemies know I can come at them backward or forward, both ways."

"That's not what really happened," said Silvamord. "Really, he just found a wolf that was already dead and skinned it."

Nagru turned on her. "What? Why would you tell them that?"

Gabool took over the interrogation. "Where did the Lion Guard go to? Tell me or I'll make you all walk the plank!"

"Um… We're not on a ship," Mariel said.

Gabool put his paws on his hips and raised one eyebrow. "I know that, you dolt! It's a figure of speech!"

"They're obviously not going to tell us anything," said Silvamord. "We should just kill them now."

"No," said Scar. "I want them kept alive for the moment."

"Put me in there with them!" shouted Woundwort. "I'll have them talking so fast they won't be able to stop!"

Scar held up a ghostly paw to silence him. "Leave this to me." He turned back to the prisoners. "You are no longer warriors free to do battle," he said to them. "You are my captives, for me to do with as I please. Without liberty, food, or drink, soon you will be reduced to whining, cringing wretches who will betray one another for a cup of water or a crust of bread."

"No, we won't!" Saba yelled.

"You know, young master Saba, you're always free to get out of here if you decide you want to come over to our side," said Scar. "I could do with a warrior such as you."

"Never," Saba said defiantly. "You can't corrupt me again."

"Well, all right," said Scar. "But soon you will all begin to feel weak, thin, and hungry, sick and thirsty. We'll see how you feel then."

"And if starving you doesn't work, then we can get really… nasty. Hmm, mm, mm!" Gabool added. "I told you once- I won't tell you twice!"

Gabool, Scar, and the other villains all turned and walked away.

"I'm sorry we got you guys into this," Savannah said to Mariel and Spike.

"It's not your fault," said Spike.

"Yeah, don't blame yourself," Mariel agreed. "Besides, we'll find a way out of here in no time."

"There's one thing," said Joshy. "We won't starve to death in this cage. They took my wand away, but I can still conjure food without it. As long as nobeast sees me doin' it, I'll be able to feed you all."


	7. Chapter 7

"Up in the riggin', out on those yardarms, crew!"

Captain Celaeno fought with the tiller to keep the ship plowing southeast as she roared orders to her crew.

"Pile on every scrap o' sail, buckos! Kita, search the ship's lockers, we need more canvas!"

Kita was a ferret who had once been one of Gabool's corsairs, but now she had reformed and joined Celaeno's crew. "Yes sir!" she said.

Rarity came up to Celaeno. She was wearing a safari suit and hat. "Do you think we'll meet any other ponies in the Pride Lands?"

"There's precious few ponies there, and no unicorns or pegasi at all," Celaeno replied shortly. "An' don't ask me questions now, I gotta concentrate."

Pinkie Pie called down from the crow's nest, "There's a big storm cloud up ahead, and it keeps changing colors!"

Applejack laughed. "Changin' colors? You bin up there too long, Pinkie. Come on down."

But Twilight, Rainbow Dash and Fluttershy flew up there to see what she was talking about. "She's right," Twilight called. "You'd better take a look at this, Celaeno."

"Here, take the tiller, Bellmaker," Celaeno said. Joseph took her place at the wheel, and she fluttered up to join the others.

There was indeed an enormous cloud in front of them. As Celaeno watched, it changed hue from blue to green to yellow to red, and then back to blue again.

"Looks like a real bad storm," said Rainbow Dash.

"Not just any storm," said Celaeno. "A mind storm."

"What's a mind storm?" Twilight asked.

"It can control your emotions, make creatures behave in irrational and unpredictable ways. I've heard of 'em, but I never thought I'd have the bad luck to see one for myself."

"Can we go around it?" Fluttershy asked.

Celaeno shook her head. "Not a chance. It's coming in at a rate of about a hundred strides a second. Our only hope of survival is to drive straight through it as fast as we can, and maybe we'll come through all right."

She flew back down to the wheel. The air smelt of sulfur and toasted almonds; it made everyone's fur and feathers stand on end. They could all see the mind storm clearly now.

"You're heading straight for that thing!" Rarity complained.

"Have faith in the captain," said Joseph. "She knows what she's doing." He had sailed with Celaeno before.

Kita nodded. "Dat's right. Dis is just like da time when I was at sea wit' Gabool an' dere was a whirlpool in our path. If we'd tried to go around it, we woulda been sucked in an' drowned, so instead, we just zoomed right over it as fast as we could."

Fluttershy covered her face, too scared to speak. Rainbow Dash put a hoof on her shoulder. "Just stay close to me. We'll get through this."

Hurricane force winds battered the flying ship with immense power. "Ten seconds till impact!" Celaeno shouted over the roar of the storm.

The ship trembled and creaked. Everybeast grabbed onto anything they could.

"Five. Four. Three. Two. One! Entering the mind storm… _now!_" Celaeno cried.


	8. Chapter 8

It was a world of red they were plunged into. There was a blast of furnace hot air, and a terrible screaming of wind.

"Heavy on the mainsail, Mullet," Celaeno bellowed to a crew member. "And double check that the tolley ropes are secure."

"Aye, aye, Cap'n," the other bird shouted back.

The mind storm was vast beyond imagination. It was as if the sky itself had turned into a great voracious beast, and the ship was inside it.

The air turned icy blue, and tiny blue hailstones started coming down. They beat out a terrible rhythm on the deck. All of a sudden, Twilight was gripped by a feeling of intense sadness. She fell to her knees, great sobs racking her body. She heard voices scream with high, piercing sorrow. Twilight looked up and saw that everybeast had tears in their eyes all of a sudden. What was happening?

"I'm never going to see my daughter again!" Joseph bawled. "She's probably already dead!"

"Why?" Pinkie Pie howled from the crow's nest. "Why did you have to die? Oh, Gummy. My alligator. My poor, poor, alligator."

Then suddenly the hail stopped and none of them felt sad anymore.

"Whoa, what was with that?" Rainbow Dash said. "That was weird."

"It must have been the hail that made us cry," Twilight said.

Celaeno nodded. "This storm is playing havoc with our emotions."

Then swirling green fog broke silently over the bow. Thick and evil, it coiled round the deck. Twilight shuddered as the green fog hit her. It pierced her skin, chilling her to the very marrow in her bones. This time the emotion that gripped her was not sorrow, but fear.

"We're doomed!" she screamed.

Others were screaming too.

"We'll never escape!"

"We're all going to die here in this terrible place!"

Then the fog thinned and the terror began to release its hold. A light yellow drizzle was now falling, the raindrops glittering and shimmering like tiny jewels. The yellow rain made them feel happy. They all threw back their heads and roared with laughter. Rainbow Dash and Rarity ran to the edge of the deck and leaned over the ship's side, drinking the rain.

"Isn't it so wonderful?" Rarity gushed. "So beautiful? So unutterably…"

And then the red mist descended. It washed over Rarity and Rainbow Dash first, since they were leaning right over the side. Instantly their expressions changed to angry ones. They turned to face each other, eyes blazing.

"Stupid oaf!" Rarity slammed her hoof into Rainbow Dash's jaw.

"Me, stupid?" Rainbow Dash roared. "You ridiculous dunderhead!" She punched Rarity back.

Twilight and Joseph ran to pull them apart, but then the red mist hit them and they started fighting too. Next moment the whole ship exploded into violence as each and every creature turned on one another, lashing out at anybeast who came near them. The red mist filled their mouths, stained their eyes, and filled their muscles with a wild and unfamiliar strength. The madness grew, their senses closed in. They became blind to what their eyes were trying to show them, deaf to what their ears could hear.

And suddenly, the red mist washed away. Everybeast stopped fighting.

Joseph was shocked to discover that he had been biting Twilight's leg. "Oh, my goodness. I'm so sorry," he said, spitting out a mouthful of her fur.

"That's okay," Twilight said. "I'm not hurt."

"I'm sorry too," Rarity said to Rainbow Dash. "I don't know what came over me!"

"It was the mind storm that came over us," said Celaeno. "But it looks like we're out of it now."

They all turned to look. They were outside of the huge storm cloud now. It was just behind them, still changing colors. Everybeast heaved a sigh of relief.

But the mind storm still had one last trick to play! All of a sudden, a bolt of lightning shot out of the cloud and struck the mast, which Pinkie Pie was still on top of. The mast broke off and blew away from the ship, taking Pinkie with it!

"HEL…" Pinkie's shout was abruptly cut off.

"PINKIE!" Twilight screamed. Next moment, she had jumped over the side herself, trying to rescue her friend.

"Pinkie! Twilight! They've gone!" Fluttershy cried.

"I'll save 'em," Rainbow Dash said, flexing her wings.

Rainbow and Fluttershy flew off the ship as well, but they couldn't see a trace of either of their friends anywhere.

Without a mast, the ship was jolting and juddering this way and that.

"We're going to have to make a forced landing!" Celaeno bellowed. "We're in the wings o' fate now." She spun the wheel wildly, trying to regain control.

Fluttershy was circling around the ship when she spotted Kita the ferret hanging upside down from the side of the ship, one footpaw snarled in a rope line. She had been blown overboard too, and the flimsy rope was the only thing keeping her from falling to her death. Fluttershy had a soft spot for ferrets ever since raising Veil (See OUTCAST OF EQUESTRIA). Without a thought, she swooped in and grabbed Kita. The two of them collapsed in a heap on the deck.

"Tanks," Kita gasped.

Fluttershy had no time to reply, as in the next instant, the ship struck the hard ground with a deafening CRASH!


	9. Chapter 9

The moon shone down on the Pride Lands, illuminating Mariel and her friends, still trapped in the cage at the base of Pride Rock.

Spike was watching Mariel intently. "You're thinking of something!" he said suddenly.

"I'm not thinking of anything," she replied.

"Come on. I recognize that expression on your face. It's the look you get whenever you come up with a plan."

Savannah had been lying down, trying to sleep, but now her head shot up. "A plan? She thinks she can escape?"

Mariel looked stunned, then quickly tried to recover. She shook her head, fearfully knitting her brow. "I'm sorry- I couldn't help it! It's not like I can keep from having ideas, right? I didn't mean to…"

"What are you talking about?" Saba asked.

But Spike suddenly understood. "She thinks _she _could get away, but not the rest of us. Isn't that right, Mariel?"

Mariel nodded guiltily. "But I won't. I won't leave the rest of you behind."

Savannah grabbed her arm. "You have to. If you think you can, you have to- it's our best chance! You could find our Uncle Kion and the Lion Guard. They'll know what to do to rescue us!"

"Yeah, don't worry about us," said Saba. "We'll be all right, but only if you go and get help!"

Mariel took a couple of deep breaths. "Okay," she said.

"So, what's your big idea, wot wot?" Joshy asked.

Mariel pointed to the elephant bones that served as the bars of the cage. "I think I could squeeze through. I'm the smallest one here."

"I don't know," said Spike. "It looks pretty tight."

"Well, give it a shot," said Saba.

Mariel started trying to slip between the bars. She was able to get most of her body out, but then her head got stuck! She couldn't get out, and she couldn't get back in. "Oh no!" she cried.

"Hang on a tick, I've got an idea," said Joshy. "Butter!" he said, and a stick of butter appeared in his paw. He started rubbing it on Mariel's head, and in no time at all, she slipped out from between the bars and onto the grass. She was free!

"Thanks, Joshy," she said. "Always good to have a friend who's a wizard."

Savannah clutched the bars. "Now go! Hurry!"

Mariel took off running. But she hadn't gone far when she ran right into a platoon of rats and hyenas, led by Urgan Nagru and Silvamord!

"What are you doing out?" Silvamord demanded. "You're not supposed to be out."

A hyena licked her lips. "Look, she seasoned herself with butter. Saved us the trouble, eh?"

"Get her! Kill the mousemaid!" Urgan Nagru roared.

But Mariel was far too quick to catch. She dashed off across the plains. She could hear her pursuers behind her, tripping and stumbling as they hastened to catch her.

Soon she came to a wide river. There was no bridge, and no way around. "Looks like I've run into a cul-de-sac," she muttered.

The horde was closing in on her. Then, a few yards down the bank, she saw a log. "Maybe I could use it as a boat!"

She dashed for the log, and made it just in time. She pushed it into the water and jumped on top of it seconds before Nagru slashed at her with his wolf claws.

"Goodbye!" she called as she floated away. "Sorry I couldn't stay for supper, but I have an appointment with somebeast."

The Foxwolf gave a roar of rage and tried to jump onto the log after, but he misjudged the distance and fell into the water.

Silvamord strode over and looked scornfully down at him. "Hail the conquering Foxwolf- you drooling idiot!"

Nagru responded by grabbing his wife's paw and pulling her in there too. They started fighting in the water.

"WHAT IS ALL THIS!"

Nagru and Silvamord stopped fighting and looked up. The ghost of Scar was hovering above them. "Stop this disgraceful display at once," he said.

Meekly, the two of them clambered onto the riverbank.

Gabool and Woundwort walked up. "What's going on?" Woundwort wanted to know.

Silvamord spat disgustedly. "I'll tell you what's going on. The mouse escaped from the cage, and my idiot husband let her get away!"

"Oh, _I_ let her get away? I didn't see you stopping her…"

"ENOUGH!" Scar roared. "We must recapture her at once."

"Or maybe just kill her. Hmm, mm, mm!" said Gabool.

"That's definitely an option worth considering," Scar agreed. "Gabool, you and the Foxwolf come with me to catch her. Woundwort and Silvamord, you will go back to Pride Rock and make sure the other prisoners don't escape as well."

Silvamord and Woundwort weren't happy about being left behind, but they obeyed. Even after death, Scar was a dangerous lion to cross.


	10. Chapter 10

Pinkie Pie plummeted towards the ground. She was sure she was going to die.

"AAAAAA!" she screamed.

At the last minute, Twilight came swooping in and caught Pinkie in her arms.

"Thanks, Twilight," Pinkie gasped. "I thought I was a goner."

"I wouldn't have let anything bad happen to you," Twilight said kindly.

They landed on the ground. They looked around. They were in a dark jungle full of strange trees. There was no sign of their other friends or the ship.

"Where is everypony?" Pinkie cried.

"I have no idea," said Twilight.

"Do you think we're in the Pride Lands?"

"I don't know. It might be anywhere. But we're probably somewhere in Africa."

Pinkie looked down. "Maybe we can follow these footprints, and they'll lead to somebeast who can help us!"

Twilight looked down too. She saw unusual marks on the ground. "Those aren't footprints, Pinkie. They look more like handprints to me."

Pinkie scratched her head. "So, they were made by somebeast walking on their hands?"

"It almost looks as if they were dragging their hands along the ground."

"But what kind of animal walks like that?"

Twilight didn't know. But they decided to follow the tracks anyway, because they had no other leads to go on.

Before they'd gone far, they came upon a giant bed made out of leaves, lying on the forest floor. The tracks ended there.

"That's a gorilla nest!" Twilight exclaimed. She had seen a picture of one in a book before. "A gorilla must have made those tracks."

"But where's the gorilla now?" Pinkie wondered.

"He probably came to this clearing and built the nest one night. Then, in the morning, he climbed up into the trees and swung off through the branches. That's why there's no tracks leading away from the nest."

"Do you think the gorilla will come back?"

"Maybe. Gorillas are supposed to be some of the smartest animals around. Maybe if the gorillas return, they'll help us find our way out of here."

"What'll we do in the meantime?" Pinkie wanted to know.

Twilight yawned. "For starters, we can get some sleep. That's what we need most of all right now."

They lay down side by side on the soft leaves. Despite all their worries, they were asleep almost as soon as their heads hit the ground.

Sometime in the middle of the night, Twilight was woken up by a scream. She jumped to her feet. A creature was standing over Pinkie, with her claws resting on Pinkie's throat. She was not a gorilla. She was a leopard!

"I've only tasted horse meat once, and that was a long time ago," the leopard was saying. "Mind you, those two old horses I ate didn't have nearly as much meat on them as you do."

"Let Pinkie go!" Twilight shouted.

"And what if I don't? Will you blast me with your magical unicorn horn?" The leopard laughed nastily. "Let me tell you something. I can still slice your friend's throat open with one swipe of my claws, even if you shoot some spell at me first. If I die, she dies too!"

Suddenly, a noose dropped down from the trees and landed around the leopard's neck. Before she knew what was happening, she was yanked up into the forest canopy. She hung there, thrashing her arms and legs about angrily.

To Twilight's surprise, a red unicorn leaped down from the trees and landed next to her. "So, you're the one who killed my parents," he said to the leopard. "Well, now it's your turn to die. How do you like it?"

The leopard didn't say anything back as her limbs stopped moving and her body went limp.

Twilight was shocked. "You killed her!" she cried.

The red unicorn nodded. "I killed her because she was gonna kill you. And she killed my mother and father, once upon a time."

"Well, I guess you saved us just in time. Thanks." Twilight looked the stranger over. She noticed that he wasn't standing on all four legs like other ponies. Instead, he was standing on his two hind legs, like a gorilla!

Pinkie got up. "Who are you?" she asked.

The red unicorn grinned. "You can call me Gazan of the Apes!"


	11. Chapter 11

As the sun came up, Mariel wandered across the Pride Lands, lost and alone. She didn't have her friends with her anymore. She didn't even have her Gullwhacker. She was supposed to find the Lion Guard, but she had no idea where they were. What was she going to do?

A voice startled her. "A mouse that fights and runs away, lives to fight another day!"

A monkey jumped down from a tree and stood in front of her. She was holding a stick.

"Who are you?" Mariel asked.

"My name is Makini," said the monkey. "I'm the shaman of the Pride Lands. My mentor Rafiki taught me everything he knew before his circle of life came to an end. Are you Mariel of Ponyville, daughter of Joseph the Bellmaker?"

"How did you know that?" Mariel cried.

"I had a vision of you the other night," said Makini. "A big purple unicorn with wings appeared to me in a dream and told me to watch out for you. She said you would help save us all from the dark ones. You're looking for the Lion Guard, right?"

"Do you know where they are?" Mariel exclaimed.

Makini grinned. "Sure do! I can take you to them, but first, let's go to my house and have breakfast."

That sounded good to Mariel. Running all night had made her hungry. She followed the monkey to a big baobab that was standing nearby. "This is my house," Makini said. She showed Mariel a secret entrance at the back of the tree. They slipped in, and Mariel realized that the tree was hollow inside.

"It's not much of a place, but it suits me fine," said the monkey. The walls were covered with paintings of animals, mainly lions.

Mariel examined them. "These are nice. Did you paint them yourself?"

"No, Rafiki did, the old baboon who had the job of shaman before me. This used to be his house. The paintings are supposed to predict the future, but I have trouble understanding a lot of them. Here, have a banana." She handed Mariel one from a pile of fruit in the corner.

As they ate, Mariel told Makini about her adventures. Makini was impressed. "You were very clever to escape the way you did. Ever since the evil ones came to the Pride Lands, I've been hiding from them because I didn't know what else to do. But now, with a warrior like you on our side, we might have a chance at defeating Scar and the rest."

"I appreciate your confidence in me," said Mariel. "Let me ask you something. Do you have a piece of rope I can use?"

"I can get you a vine," said Makini. "Will that work?"

"I guess."

Makini went and got a vine. Mariel tied a knot in one end and twirled the vine around over her head. It fit well in her paw.

"Now I have a new Gullwhacker," she said.


	12. Chapter 12

The ship had crashed on the bank of a river not far from where Twilight and Pinkie Pie had landed. Nobeast was seriously hurt, but the ship itself was absolutely wrecked. They had salvaged some provisions, and Applejack put herself in charge of cooking breakfast, mixing oatmeal with dried fruit to make flat moist cakes, which she placed over a fire she had built. Joseph put some dried mint leaves and honey in a pan and held them over the fire too. He soon had a fine brew of mint tea boiling.

"Things are looking bad, shipmates," said Captain Celaeno. "We'll never sail the ship the rest of the way to the Pride Lands now."

"Who knows if we'll ever even find our way home again?" Rarity said.

Joseph said, "The first thing we must do is remember our two friends who were lost in last night's storm."

"Aye, right you are, mate," said the captain. "Let's do that here an' now!"

And so, they did a funeral for Twilight Sparkle and Pinkie Pie, even though those two were not really dead. They piled a bunch of big stones on top of each other by the river's edge to make a symbolic grave. Joseph took a piece of wood from the shipwreck and burned a message on it with a heated knife. "To the memory of Princess Twilight Sparkle and Pinkie Pie, two pony friends."

Tears ran openly down Applejack's honest face. "Ah don't know what we're gonna do without 'em!"

"I wish I could hear Pinkie calling me 'Joe Bell' one more time," Joseph said sadly as he placed the marker on the grave.

"I wish I'd been up that mast with her," said Fluttershy.

The ferret, Kita, took Fluttershy's hoof. "Listen, Fluttershy, some good always comes out o' misfortune. If you'd been up dat mast wit' your two friends, den you'd a been croaked with 'em. But ya ain't croaked, an' I ain't neither, cause ya risked your life an' saved mine. Fluttershy, I'm your friend for life now!"

Fluttershy shook her paw, but she couldn't help remembering the last ferret who had been her friend. She hoped Kita would not suffer the same fate as Veil.

Though Rainbow Dash was a tough pony, she was deeply touched at the sight of the grave. She turned her face away so the others wouldn't see her cry. But a minute later she saw a sight that made her forget her sorrow. "We've got visitors, an' they're comin' fast! Gorillas! Big ones!"

Loud hoots split the summer morning air as masses of gorillas poured out of the nearby jungle, heading straight for them.

"Are they here to attack us?" Rarity exclaimed.

"They ain't here fer a party, that's fer sure," said Applejack.

The great apes fanned out in a semicircle and surrounded the travelers.

"Well, it was nice knowin' youse guys," Kita said.

Rainbow Dash refused to accept defeat. Shaking a hoof at the largest gorilla, who seemed to be the leader, she bellowed defiantly, "What're you waitin' for, ya overgrown monkeys? I'm fightin' fit an' rarin' t'go. I'll take on any number of you cowards! Do you use those big hands for eatin' or for diggin' holes to hide in?"

Joseph restrained her. "Steady on there, Rainbow Dash, no sense forcing a fight with this lot. There's too many of 'em; we'd be slaughtered."

The leader of the gorillas spoke, in a deep voice. "We don't like it when strangers trespass on our lands."

Joseph held his paws up in a disarming manner. "We mean you no harm. We're just passing through your territory on the way to somewhere else."

"Then why did your friend threaten us?"

"Listen, Rainbow Dash just gets a little wound up sometimes…"

Just then, the crowd of gorillas suddenly parted, and Gazan, the red unicorn, stepped into the circle, followed by Twilight and Pinkie Pie.

Fluttershy was overjoyed. "It's Twilight an' Pinkie!" she yelled. "They're not dead! Oh, look, Dash! Twilight an' Pinkie, they're alive!" She ran to hug them.

"My word, who's this handsome fellow?" said Rarity, looking at Gazan. "I thought there were no unicorns in Africa."

"My name is Gazan of the Apes," said Gazan of the Apes. "My parents were from Equestria, but they got lost in this jungle. After they were killed by the leopard, Kerchak and his tribe took me in and raised me as one of themselves."

"He saved me and Pinkie," said Twilight. "But we'll tell you more about that later."

Gazan couldn't stop himself from staring at all the other ponies. "I've never seen so many creatures who look like me before!"

"Well, they need to go!" thundered Kerchak, the gorilla chief. "Visitors are trouble!"

"But couldn't we let them stay for just a little while? I'm a pony; you trust me, right?"

"Actually, we have no plans to stay here," said Joseph. "We only came to this continent because I had a dream telling me that my daughter was in the Pride Lands, and she was in trouble."

Kerchak scratched his head. "A dream? As in… you were asleep, and you saw something?"

"Yes."

"Well, I have dreams every night too, and not one of them has ever come true. Dreams are just junk your brain makes up. We've got bigger problems here than dreams. There isn't enough food to eat, we keep getting attacked by leopards and big snakes, the water that we drink is full of pollution…"

"You mean this water, right here?" Twilight interrupted, gesturing to the murky brown river beside them.

"Yes! It makes us sick to drink it, but it's the only source of water we have. No one wants to help us. No one gives a crap about our problems. So, you'll understand if we don't care about your pony problems!"

"Well, I can fix that," Twilight said. She walked to the edge of the river and stuck her horn in. Instantly, the water changed color, turning a bright sparkling blue! "It should be safe to drink now," she said.

Gazan gaped. "Wow. Didn't know unicorns could do that."

Twilight turned to him. "Sure. We can all do it. Every unicorn horn has the power to purify water."

"Well, I'm a unicorn, and I never knew that before. No one ever taught me about magic."

"Thank you," said Kerchak. "You have done a great service, not only for our tribe, but for all the creatures that live in this jungle. In return, I will not harm you, and I will let you continue on your journey."

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

The gorillas had retreated back into the jungle, but Gazan stayed behind with the other ponies.

"So, what's the plan now?" Twilight asked. "How do we get to the Pride Lands?"

"The Pride Lands are east of here," said Gazan. "You can reach them by sailing down the river."

"But we don't have a boat!" said Celaeno.

Gazan smiled. "Well, I know where you can get one. I've seen a big sailing vessel moored further up the river a way," he said, pointing west. "Only problem is, it's manned by pirates. Evil rats."

Rainbow Dash's eyes lit up. "You don't have to worry about that. We've dealt with searats before."


	13. Chapter 13

Mariel and Makini were walking along the bottom of a gorge. They didn't know that Scar, Nagru, and Gabool were watching them from above.

"This is just perfect," Scar sniggered sinisterly. "I can trap them just like I trapped my brother Mufasa all those years ago!"

"What are you gonna do?" Urgan Nagru asked. "Are you gonna push a boulder over on them?"

"Do you see any boulders up here?" Scar snarled. "No, I've got something better in mind."

He floated over to where a herd of wildebeests were grazing nearby. When they saw him they freaked out.

"It's a ghost!" one of them cried. "He'll eat us!"

Scar swiped his ghostly claws across the speaker's throat, slaying him. The other wildebeests panicked and started running down a hill, right into the gorge.

Down below, Mariel stopped walking and put a paw to her ear. "Did you hear something?"

Makini looked down. The ground was vibrating. Pebbles were jumping up and down.

Then the herd came into view. They were all running right at Mariel and Makini, and they were too spooked to even see them!

"It's a stampede!" Makini cried. The monkey and the mouse started running away, but the wildebeests were coming closer and closer, and there was no escape!

Gabool watched and rubbed his paws together with glee. "At last, the end of the bellmaker's brat! I only wish I could have taken care of her… myself! Hmm, mm, mm!"

"Wait… who's that?" Nagru asked, pointing across the gorge. A lion was running towards it from the other side. It was Savannah and Saba's Uncle Kion, leader of the Lion Guard!

Scar gasped. "It's my cursed grandson, Kion! He could ruin everything!"

Kion leaped down into the gorge. He grabbed Mariel and Makini each in one arm right before the wildebeests were about to trample them, and started climbing back up the cliff with them in his arms. Only a lion could have managed it.

But just as he reached the top and set them both on the ledge, he slipped and fell back down! He landed right in front of the wildebeests. They started running over him. Soon he was lost to view.

Mariel stood up. She wasn't quite sure what had just happened. "Who was it that just saved us?"

Makini began to cry. "That was Kion. The bravest lion I ever knew- and now he's gone!"

Mariel looked down into the gorge. She couldn't see any trace of Kion. She could only see the stampeding wildebeests. Then she looked across the gorge and saw Scar and the others. "Well, we don't have time to stand around crying!"

Makini saw them too. "You're right. The rest of the Guard is still alive, and we have to find them!"

They took off running, heading for a nearby thicket of trees.

On the other side of the canyon, Gabool watched them go, emitting a string of colorful pirate curses. He was so angry that he even stuck his own finger in his mouth and bit it.

"You and your bright ideas," Nagru said to Scar.

Scar growled, trying to keep his temper. "Well, it wasn't a total loss. At least we managed to kill Kion."

Gabool put his paws on his hips and raised one eyebrow. "It's not easy having a good time. It seems I'm going to have to take care of things myself. It's time for me to pay a call on an old acquaintance, one who I'm sure Mariel and her friends will be just… dying to meet. Hmm, mm, mm." He walked off.


	14. Chapter 14

The searat ship lay at anchor in the shallows of the river. Twilight and her friends lay concealed at the edge of the jungle, keeping a close watch on it.

"There's only about a dozen rats in the crew," Gazan whispered. "The captain's a female with red fur. I don't know her name."

A female searat with red fur. For some reason, that description sounded familiar to Twilight, but she couldn't think why.

Celaeno was rubbing her wings together. "This is perfect. We can just board the ship an' take 'er."

Joseph nodded. "I like that plan, simple and straightforward!"

Fluttershy was worried. "I've never stolen a ship before."

Rainbow Dash winked at her. "Don't worry. We'll stick together. Ha! Searats are all great big cowards. Just show 'em a weapon an' growl, like this: Grr! That settles 'em!"

Fluttershy picked up a dagger that a parrot had given her. Waving it halfheartedly, she tried a timid growl. "Grr. How does that sound, Dashie?"

"Garrooohaharroogurrrr!" Gazan growled just like a gorilla. The red unicorn ruffled Fluttershy's mane playfully. "Do it like that. Show 'em y'mean business an' don't be half hearted about it. You'll do all right."

"I like this guy," said Rainbow Dash. "He's a born adventurer, just like me."

Joseph looked horrified. "Gazan, that was a very foolish thing to do. What if the rats heard you from their ship?"

"All the more reason why we should attack now," declared Celaeno. "All those with wings, follow me!" She took off into the air. Twilight, Rainbow Dash, Fluttershy, and the other birds followed her.

They landed right on the deck of the ship. All the rats were there.

"What in the name o' burstin' bilges is goin' on?" the captain demanded. Then she took a closer look at the ponies. "Twilight Sparkle? Rainbow Dash? What are you doing here?"

"How do you know our names?" Twilight cried.

"Come on, are you really telling me you don't remember me? After you drove us out of Equestria and killed my most beloved brother, Graypatch?"

Now Twilight remembered. She had met these rats before. In MARIEL OF PONYVILLE PART 1, they had deserted from Terramort, the island where Gabool once ruled, to invade Ponyville, but Twilight and her friends had driven them off. They had been led by a rat named Captain Graypatch. This female rat was Graypatch's sister, Fishgill.

"I'm sorry about your brother," Twilight said. "But it wasn't any of us that killed him. That was Princess Luna, who is dead now herself."

"She didn't have to kill Graypatch!" Fishgill stamped her foot in anger. "We might have attacked you, but Graypatch had given up on trying to conquer Equestria. By the time he met up with your princess, he was planning on leaving for good. And we only came to your land in the first place because we were trying to get away from Gabool."

"Wow. I never knew any of that," said Twilight. "I guess I never listened to your side of the story before."

Fishgill gave a harsh mirthless chuckle. "Nobeast ever listens to a rat's side of the story. Do you know what happened to us after we left your town? We got captured by the Diamond Dogs and forced to work in their mines, because Luna's sister Princess Celestia tricked us into going into their territory. We were their slaves for two seasons before we finally managed to escape. We found a boat and sailed to Africa, but there's not much pirating to be done on this river. We're just barely scraping by."

Twilight actually felt sorry for the rats now. She couldn't think of any words to say, but she was spared the effort when Kita the ferret suddenly appeared, climbing over the side of the ship.

"Fishgill? Is dat you? I thought I hoid your voice."

"Kita!" Fishgill exclaimed. The ferret was one of the few creatures she had ever called a friend. She ran up to Kita and hugged her. "What are you doing with these ponies?"

"I've turned over a new leaf," Kita said. "Dese guys are my friends now, dig?"

Fishgill was shocked. "How can they be your friends? Do you know what they've done to us?"

"Well, listen, dey only wanna borrow your ship for a while so dey can sail to da Pride Lands. Ever hear of dat place? Apparently dere's some kinda trouble goin' on dere…"

Fishgill let out another sarcastic laugh. "I know what's happening in the Pride Lands, and I only want to stay as far away from there as possible."

"You do? What's happening?" Rainbow Dash demanded.

"Gabool is happening, that's what. He's taken over the Pride Lands, him and a few others. Including a ghost, and another animal who's half-fox, half-wolf, or something like that. I heard all this from birds who were fleeing the Pride Lands to get away from them."

Rainbow regarded the rat suspiciously. "You sure you're not working with them?"

Fishgill shook her head vehemently. "Gabool is no friend of mine anymore, after the way he treated my brother and me. I hate him and want nothing to do with him!"

"That must be what happened to Mariel and Spike," said Captain Celaeno. "They wound up in the Pride Lands and got caught by Gabool and company!"

"Of course!" Twilight cried. "The map probably sent us here so we could save them!" Her brow wrinkled with concern. "I hope Spike hasn't been hurt."

"Well, you can't have my ship," Fishgill sneered.

Kita took her friend's paws in hers. "Listen, Fishgill, Gabool da Wild is your enemy as well as ours. Why don't ya join up wit' us? If we team up an' sail to da Pride Lands together, you could have your revenge on 'im, an' we could save our friends. It's a win-win!"

"I don't know," Fishgill said. "I've never been good at teamwork." But a change had come over her expression. Maybe it was wishful thinking, but Twilight believed Kita had already half convinced her.

"An' ya don't hafta stay here in da jungle if ya don't like it," the ferret added. "After we defeat Gabool, you could come back to Terramort wit' me. It's a different place now. Dis boid, Captain Celaeno, is in charge of it now. She'd treat ya a lot better'n Gabool did. I know she does me. Whaddya say?"

Fishgill bit her lip. She was silent for a moment. Finally, she said, "All right. I'll do it!"

On the shore, Joseph and the others couldn't figure out what was going on.

"Why ain't they fightin'?" Applejack wondered.

"It looks like they're talking, but I can't make out what they're saying," Rarity said.

Just then, Twilight came flying up to them. "We've got ourselves a ship!"

Joseph was confused. "But the rats are still up there, aren't they?"

Twilight smiled. "The rats are going to come along with us and show us the way."

"Wow," said Pinkie Pie. "How did you convince them to help us, Twilight?"

"Actually," Twilight said, "It wasn't me who convinced them. It was a good friend of ours, a ferret named Kita."


	15. Chapter 15

"It's not fair," Silvamord complained. She and Woundwort were standing over the cage with Spike and the others still inside. "Nagru, Scar, and Gabool get to go look for the escaped mousemaid, and they just leave us here to guard the other captives. They won't let me do the important job."

"They probably don't value you because you're a female," Savannah sympathized from inside the cage. "That's not right."

Woundwort stuck a stick through the bars and poked her with it. "Quiet, prisoner!"

Silvamord placed a paw on the rabbit's shoulder to stop him. "Hold on. I want to hear what she has to say."

"It's totally not cool that they don't respect you, just because you're a girl," Savannah continued. "Imagine if people said that I shouldn't be the ruler of the Pride Lands, because I was a lioness and not a male lion? That would be wrong."

"Just like how some of the dragons in Equestria didn't want my friend Princess Ember to become the Dragon Lord, because she was a girl," Spike agreed. "But she proved she was just as capable as any male dragon."

Silvamord was clenching her fists. "And I'm just as capable as my husband and the rest of those idiots, if not more so!"

"You go, girl!" Joshy cheered. "Gender is just a social construct, an' males an' females should always be treated equally, wot."

General Woundwort jumped in. "Don't you see what they're trying to do, Silvamord? They're trying to turn us against each other. Now look. You say Scar and the others don't respect you because you're a female. But if that were true, it would mean they don't respect me either, because they left me behind too."

"They don't respect you, Woundwort. Nobeast does," said Silvamord.

"What?"

"You're not even a carnivore. You're just a scrawny little rabbit, full of unwarranted self-importance. I have no idea why they even let you into this horde! You might be a big shot among your own kind, but to us larger animals, you're nothing!"

Saba winked at Silvamord through the bars. "Oops! I think you just said the wrong thing."

Woundwort erupted. "I'm more than just a rabbit! I've killed weasels and stoats and even a dog! I'm not afraid of anything!"

"Whatever. I can't deal with you right now." The vixen turned on her heel and walked up to the cave on top of Pride Rock.

Now Woundwort was alone with the prisoners. "I say, I think I know how the rest of us can escape," Joshy whispered.

"How?" Savannah asked.

"Just watch." Joshy threw up his paws and loudly shouted "FRIED CHICKEN!"

Instantly a whole bunch of chicken appeared in the cage.

"Joshy, are you crazy? You can't do that in front of him, he'll see it!" Spike cried.

General Woundwort whirled around, noticing the food. "Where did you get that? I didn't give you permission to eat!"

"What are ya gonna do about it, _Roundwart_?" Saba taunted.

"THE NAME IS WOUNDWORT!" Woundwort shouted. And then he unlocked the cage door and threw it open. As soon as he did it, he realized it was a mistake. A paw of lion paws shot out and grabbed him, and the next thing he knew, he was locked inside the cage, and the four former prisoners were on the outside.

"Way to go, Joshy!" Savannah told. "Come on, let's get out of here!" They all took off running.

"Ta-ta! Olive oil! Goodbye!" Joshy called over his shoulder.

"ESCAPE! ESCAPE! THE PRISONERS HAVE ESCAPED!" Woundwort shouted.

But by the time Silvamord heard the noise and climbed back down the rock, they were nowhere to be seen.

"Get me out of this," the rabbit demanded.

Silvamord smirked. "I might just leave you there for a while. You're starting to get on my nerves."

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Gabool stood at the edge of a deep pit covered with palm leaves, holding a box. He pulled the leaves away and called down, "Skrabblag, matey, it's me, Gabool. Sing out- are y'there?"

A clicking sound issued from within the pit. Gabool chuckled. "I can hear you, you murderous villain. Hmm, mm, mm! How'd you like a little treat? Have you ever eaten a… mouse?"

A black scorpion came crawling up the wall and out of the pit. Gabool put his paws on his hips and raised one eyebrow. "Excellent! I'll just keep you in this little box on the journey. Don't want you stinging me by mistake! Hmm, mm, mm!"


	16. Chapter 16

That evening, Mariel and Makini reached the hideout of the Lion Guard. They were hiding in the same jungle where Savannah and Saba's ancestor Simba had once hidden from Scar. Makini introduced Mariel to them all. There was a badger named Bunga, a cheetah named Fuli, a hippo named Beshte, and an eagle named Anga.

Makini then told the Lion Guard how Kion had sacrificed himself for them. They were saddened to hear the news of their leader's death.

"How can we be the Lion Guard without a lion to lead us?" Beshte wondered, tears filling his big hippo eyes.

"Well, once we break young Saba out of prison, I guess he'll be our new leader, and Savannah will be the new queen," said Fuli.

"Kion seemed like a very brave lion," Mariel said. "I only met him for about a second, but it's thanks to him that I'm standing talking to you now. I will join forces with you to avenge him. I swear it on my Gullwhacker!" She lifted her vine in the air. (She had not lost it in the stampede because she wrapped it around her waist.)

Just then the trees began to rustle. The next instant, Savannah, Saba, Joshy, and Spike all burst through the forest canopy, looking none the worse for wear.

"It's Savannah and Saba!" Bunga cheered. "And a dragon!"

"Hello," Spike said. "My name's Spike."

All the Lion Guard members and Makini bowed down before Savannah. "All hail the new queen," Makini proclaimed.

"Thanks, but I won't be the queen until we take back the throne," Savannah said.

Just then, Rainbow Dash appeared, flying in the sky. She looked down and saw Mariel and all the others. "Hey-hey, Storm!" she cried. That was her nickname for Mariel. "We finally found you!"

"Rainbow Dash!" Mariel exclaimed. "What are you doing here?"

"We heard you were in trouble, so we came looking for you. Your father's here too, and Twilight Sparkle, and a bunch of others. They're coming this way in a ship- I flew on ahead to scout out the land."

Even as Rainbow Dash said it, the ship appeared, sailing down the river. One of Fishgill's searats dropped the anchor, and Joseph and Twilight were the first to disembark. They ran straight up to Mariel and Spike.

"Father!"

"Daughter!"

"Spike!"

"Twilight!"

Soon enough, everybody else got out of the boat. All around, old friends were reunited, and new ones were introduced to each other.

"We will battle Scar's forces tomorrow," said Queen Savannah. "But first, let's get some sleep. It's been a long day."


	17. Chapter 17

When Scar and Urgan Nagru returned to Pride Rock that night, they were furious to find the prisoners gone.

"How could you let them escape?" Scar demanded. "They were sitting in a locked cage. All you had to do was watch them!"

"You're one to talk," Silvamord sneered. "The three of you together couldn't even manage to catch one mousemaid!"

They all shouted at each other some more, and then they got so angry that they stopped talking to each other for the rest of the night. They just lay (or in Scar's case, hovered) in different corners of the cave, glaring at each other.

Eventually Woundwort and the two foxes drifted off into an uneasy sleep. Scar chose this time to float out of the cave and go look for Mariel and the other prisoners. He was also looking for Gabool, who hadn't come back to Pride Rock at all that night. Scar was worried that Gabool had gone rogue and was plotting against him.

But Scar didn't see anything until the next morning.

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As the sun rose over the jungle, Queen Savannah, King Saba, and all of their allies prepared to march on Pride Rock and take back their kingdom.

"We're up against a large horde," Savannah told everyone. "We must act as a guerrilla unit."

Gazan's ears perked up at that. He thought she had said "Gorilla unit."

"We gotta hit and run all the time, weaken the enemy by chipping away at their numbers," Savannah continued. "They may have the greater numbers, but we can still beat them! USHANTI!"

"USHANTI!" Saba and the members of the Lion Guard echoed.

"What does that word mean?" Pinkie whispered to Twilight.

Joshy overheard. "It means victory, wot wot. It's just like when the Long Patrol hares shout Eulalia," he answered.

"Victory, huh? Well, that sounds good to me," Rainbow Dash said.

Mariel was standing between Joseph and Spike. She squeezed each of their hands. "We're going into battle together yet again."

Joseph noticed the vine tied around her waist. "I see you still favor the old knotted rope."

"Aye, it's as good as any weapon when there's fighting to be done. Ready to give 'em blood 'n' vinegar, Spike?"

Spike said resolutely, "I'm not afraid of anything as long as I'm with you, Mariel."

Little did they know, Scar had been lurking in the trees and had heard every word. He floated back to Pride Rock to tell the other villains.

"There's an army heading for us, led by Savannah and Saba," he said. "We have to work together, stop fighting each other and fight the enemy."

"Fine," said the Foxwolf. "We'll show 'em we're not afraid to attack first."

"I never left an enemy alone in my life until victory was mine," Woundwort agreed.

"Where's Gabool? Has he come back yet?" Scar asked.

"No," said Silvamord.

Scar growled. "Fine. We can do this without him."

They got all their rat and hyena soldiers together and prepared to move out.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

When Savannah and Saba's army emerged from the trees, they found the evil team out on the plain waiting for them, with Scar at the front.

"Looks like your plan to ambush us failed," the evil ghost said. "Your time is over, Savannah and Saba. I rule the Pride Lands now."

"Oh no!" squawked Anga. "I thought we could take them by surprise! Instead we're caught in a standoff!"

Mariel nodded knowledgeably. "I've been in one o' those standoffs before. We just need to wait here until help arrives."

"But _we're_ supposed to be the help that's arrivin'!" said Joshy.

"Maybe we should run past them at an angle, to intimidate them," Gazan suggested.

But Savannah and Saba were seasoned warriors, and they did not panic. With a cry of "USHANTI!", they threw themselves at Ghost Scar. Scratching and clawing, the three lions rolled over and over on the ground.

The two armies charged at each other and the battle began in earnest.

Mariel was in her element, striking out with her Gullwhacker here, there, and everywhere. Many a rat and hyena felt the sting of the knotted rope that day.

Joshy and the unicorns were shouting spells, sending great numbers of the enemy flying through the air.

Fluttershy found herself face to face with Silvamord. "I don't know who you are, but you're gonna regret messing with me," the vixen snarled. She slashed at Fluttershy with a knife! Fluttershy felt her face begin to bleed! She screamed!

Suddenly a stone struck Silvamord and she fell to the ground! Kita the ferret appeared, standing over her.

"You okay, Fluttershy?" she asked.

Fluttershy realized she only had a small cut on her cheek. "I'm wounded, but I'll live."

"Told ya I'd look after ya," the ferret boasted.

Just then Silvamord got up and thrust her knife into Kita's back! Kita toppled over!

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Fluttershy screamed.

Silvamord was about to attack Fluttershy again when Rainbow Dash came flying in. Her front hooves hit the fox like a freight train.

Rainbow Dash disentangled herself from Silvamord's body and stood up. The vixen lay unmoving. When Rainbow Dash turned her over, she saw Silvamord's knife lodged in her own heart.

But Fluttershy noticed nothing of this now. She was holding onto Kita, only aware of the ferret in her arms. A ferret who was just as dead as the fox now lying nearby.

"You _did _look after me, Kita," she wept. It wasn't fair. Every time she made friends with a ferret, that ferret died.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Meanwhile Mariel was busy fighting Urgan Nagru. He swiped at her with his wolf claws while she lashed out with her Gullwhacker. Mariel was being pressed hard.

"Hey, wolf face! Why don't ya take on someone closer to your size!" a voice shouted. It was Spike. He ran up to the Foxwolf and breathed a blast of fire on him.

The Foxwolf wasn't hurt because the flames only scorched his wolf suit. With a roar of rage, he struck Spike with his wolf claws. Spike fell, bleeding in five different places, and let out a cry of pain.

Twilight was nearby and had just dispatched a hyena. She heard Spike's scream and rushed over to the Foxwolf. "You hurt Spike! You monster!" She hit the Foxwolf with a blast of telekinesis.

Urgan Nagru went flying through the air and hit a baobab tree head on. The wolf fangs of the skull that rested on his head were driven into his brain. Thus, the Foxwolf died by the symbol of his own power.

Twilight and Mariel knelt by Spike's side. "Spike, are you all right?" Twilight asked.

Spike winced as he shook his head. Blood poured from his chest. "I'm not gettin' up from here. I'm just glad I got to see you… one last time."

"No, no, no!" Twilight screamed. She tried to give Spike some magic healing spells but it was too late. The wolf claws had done their work. The young dragon's eyes closed for the final time.

Twilight and Mariel both burst into tears.


	18. Chapter 18

By now most of the rats and hyenas had either died or surrendered. General Woundwort was still alive, but he was out of commission, as Applejack had lassoed him with a rope.

But Scar was still fighting with Savannah and Saba. Suddenly he broke free of them and soared up into the air, floating above his enemies' heads.

"Evil laugh!" he said. "I don't need rats or hyenas or rabbits or foxwolves to rule the Pride Lands! I am invincible! Nothing can kill a ghost!"

Rainbow Dash and Celaeno both flew at Scar, but he knocked them away with his ghost paws and flew off back to Pride Rock.

Everybeast chased after him, but Scar went into the cave on top of the rock and holed up in there.

"What are we gonna do now?" Saba demanded. He was limping on his left hind leg, which Scar had wounded.

"I don't know," said Savannah. "It looks pretty bad. We can't hurt him, but he can still hurt us."

But Joseph the Bellmaker had an idea. "Maybe we can't kill him, but we can trap him. I noticed a barrel of dynamite on the searat ship. We could blow that cave up so Scar can never get out."

"But then our home would be destroyed!" Saba cried.

Savannah bit her lip. She was silent for a moment. Then she said, "Let's do it. Anything to get rid of Scar. We can always find somewhere else to live."

"I'm the fastest one here," said Rainbow Dash. "I'll fly back to the ship and get the dynamite."

An hour later she was back. Scar still hadn't left the cave. Joseph rolled the barrel to the base of Pride Rock. He took a match from his pocket and lit it.

BOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM!

The force of the explosion shook the earth. When the dust cleared, Pride Rock was nothing but a pile of rubble. And the ghost of Scar was buried beneath it for all time.

Everybeast was completely silent for a moment. The silence was broken by the clicking of a scorpion.

They all turned to see Gabool the Wild, holding the box with Skrabblag in it.

"You!" Mariel cried.

"Hello… Skiv," Gabool said, using the insulting name he had given Mariel when she was his slave on Terramort. "I want you to meet a little friend of mine! Hmm, mm, mm!"

He opened up the box and tossed the scorpion at her. But Mariel had quick reflexes. She swung her Gullwhacker like a baseball bat and hit Skrabblag, sending him flying back toward Gabool. The former searat king felt the sting of the scorpion's tail on his face. He fell to the ground, twitching in agony. Soon he was dead.

Fishgill went over to Gabool's corpse and kicked it. "That's for Graypatch, you S.O.B."

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It was the next day. Savannah and Saba were speaking to General Woundwort and the other surviving vermin, who were surrounded by the Lion Guard and the Mane 6.

"We've decided that we're gonna let you all go free," Savannah said.

"But we won't be so merciful if you ever come back here to cause trouble again," said Saba.

Together, the twins raised their heads to the sky and roared in perfect two-part harmony. The frightened rats and hyenas took to their heels and fled to the south. Woundwort ran with them, but inside his head he was saying, "I'll be back."

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Mariel, Joseph, and all the ponies including Gazan sat by a watering hole.

Pinkie Pie nudged Fluttershy. "Come on, Flutters, how about a smile?"

Fluttershy stared at the ground. "I can't get Kita out of my mind."

"I know how you feel," said Mariel. "I'll never forget Spike either. He was the bravest dragon I ever knew. Also, the only dragon I ever knew."

"He was always so kind and helpful to me," Rarity agreed.

"He was like my son," Twilight said.

Joseph said, "I'll bet wherever Spike and Kita are now, they're in a fine old temper."

Twilight rubbed a hoof across her eyes and sniffed. "Why would they be in a temper?"

Joseph handed her a leaf. "Here, wipe your face, I'll tell you why. Spike and Kita gave their lives so their friends could enjoy theirs. If I were one of 'em I'd be real angry now, knowing that you were not enjoying the life I'd given you, sitting weeping amid the joys of freedom on a summer day."

"You're right," Twilight said to the wise old mouse. "Are you ready to leave tomorrow?"

"I'm not going," he replied. "I'm staying here."

"Staying here?" Rarity repeated. "Why?"

"Queen Savannah and King Saba have asked me to stay and construct a new home for them. I plan to build them a magnificent castle, just like Redwall Abbey, big enough for them and all their friends."

"And I'm staying too," Mariel added. "Saba said I could become part of the Lion Guard."

Joseph took his daughter's paw. "I don't ever want to be separated from you again."

Gazan piped up. "Could I go back with you? I've never been around other ponies before. That trick you did, Twilight, purifying the water with your horn- I had no idea unicorns could do that! I really don't know much about magic, but if I went back to Equestria with you I could learn- that is, if you'll let me come."

"Sure, you can come," said Twilight. "We're always happy to welcome a new friend."

As she said these words, her cutie mark began to glow. So did those of all the other ponies, and Joseph's entire body. Their mission was complete!

The next day, the ponies returned to Fishgill's ship. The rats would take them back to Equestria, then sail to Terramacitia with the birds. Twilight brought Spike's body with her, to bury back in Ponyville.

Their quest had been successful. They had helped free the Pride Lands from its invaders. They had seen Joseph and Mariel happily settled in a new home, and they were bringing a new friend home as well.

But their victory had come at a price. They would never forget their friend, Spike the dragon.

THE END


End file.
